Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date
of Report (Date of earliest event reported): April 1, 2020

ZEDGE,
INC.

(Exact
name of registrant as specified in its charter)

Delaware

1-37782

26-3199071

(State
or other jurisdiction

of
incorporation)

(Commission
File Number)

(IRS
Employer

Identification
No.)

22
Cortlandt Street (11th Floor), New York, NY

10007

(Address
of principal executive offices)

(Zip
Code)

Registrant’s
telephone number, including area code: (330) 577-3424

Not
Applicable

(Former
name or former address, if changed since last report.)

Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):

☐

Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging
growth company ☒

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

(d)
On March 16, 2020, the Registrant’s Board of Directors voted to increase the size of the Board of Directors from four to
five members and elected Paul Packer, age 48, as a director, effective April 1, 2020, to serve until the next annual meeting of
the Registrant’s stockholders. Mr. Packer was also appointed to serve on the Audit Committee, Compensation Committee and
Corporate Governance Committee of the Board of Directors, and as Chairman of the Audit Committee.

There
are no arrangements or understandings between Mr. Packer and any other person pursuant to which Mr. Packer was elected as a member
of the Board of Directors. Mr. Packer has not entered into any related person transactions with the Registrant that are required
to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr.
Packer will be entitled to receive non-employee director compensation in accordance with the Registrant’s policy on director
compensation.

A
copy of the press release relating to the above events is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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